Operation Arcadia
by Malfrost
Summary: Set three years after the events of Unlimited Blade Works. Shirou has founded Avalon, a group dedicated to justice and peace. When they detect a surge of magic in a small Oregon town, Shirou and his allies rush to Arcadia Bay to confront the Association and prevent a disaster. How will the lives Max and the other students at Blackwell Academy be changed with their sudden arrival?
1. Chapter 1: Avalon and Blackwell

**Time brings all things to pass- Aeschylus**

October 8th 2013

The Sea of Japan

Avalon Headquarters

The sea breeze blew gently across the steel platform as the sound of seagulls filled the ears of Shirou Emiya. He let out a content sigh as he stretched, basking in the warmth of a partly cloudy day and taking in the salty scent of the ocean. It was rare moments of peace like this that he had time to reminisce, to think about the war that seemed so close yet so far away in his memories. There were three things he would never, ever forget about that time in his life.

The first was the beautiful and courageous blonde haired warrior. Noble and honorable to a fault, she was the true embodiment of what it meant to be a hero and a king. An inspiration and an ideal, his memory of her gave him an inner strength that had not failed him yet. His memories of her also always brought a smile to his face; even though their time together was short, he had made precious memories with her.

Secondly, there was the tall and imposing warrior in red; a warning of what he might become but also, his biggest inspiration. He was the embodiment of his ideals, but twisted and warped by betrayal and by the hypocrisy and contradiction of his very existence. He remembered the loud ringing in his ears of steel striking steel as blades clashed; as the words the red man uttered struck at his very soul. It was that damage though that reinforced his resolved, and made him who he was today, and for that he would be eternally grateful to the heroic spirit known as Emiya.

Finally, the last thing he never would forget was standing right next to him. She was even more beautiful than she was three years before. She had gotten slightly taller, and her physical regime had become even more extreme with their new line of work, turning her once flawless figure into a perfect one. Her curves showed off her feminine side quite well, and she wore the same red top she had three years ago, because she knew how it drove him wild. Her name was Rin Tohsaka, and they were lovers as well as partners in crime.

He looked towards her and she looked back, their eyes locking onto each others as Rin gently squeezed his hand. "Something on your mind, Shirou? Don't bother lying to me, you know I can read you like a book." She gave him a playful smile as she teased him, but her tone clearly carried concern for the young man. Shirou thought for a moment as he gazed at their flag fluttering in the wind, a sword notched on a bow like an arrow on a field of blue, a rather fitting symbol, given their history.

"Do you ever regret this, Rin? I mean, you had your place at the Clock Tower secured and you could have even taken me on as an aid, but then I went and had this crazy idea." Shirou motioned to everything around them. Avalon was a city in the ocean, steel platforms rising from the depths of the ocean that housed everything they needed to operate as an effective mercenary group: beds, kitchens, supplies, weapons, helicopters, planes, ships and more importantly, personal.

"I mean...a band of soldiers and magus dedicating to fighting for justice and peace...with no affiliation with any country or the Association? How did I ever talk you into this." Shirou just laughed, it all seemed so crazy at the start and it still seemed crazy now, but they were doing a rather good job at what they set out to do. They had been branded outlaws by the Association, but they were saving the lives of rogue magus and newly awakened ones from being killed just because they couldn't control their powers, and they were preventing wars between countries by obtaining information and leaking it to the right people at the right time.

Rin looked at Shirou for a moment and then just let out a laugh, a booming laugh that seemed to echo around them. Shirou just cringed as Rin held her sides, trying to compose herself as she started to calm down. "I'm sorry." She managed to get out an apology first before putting a hand on his shoulder for support. "It's just odd to hear the Hero of Justice doubting himself like this." She leaned up and gave him a quick peck on the cheek before she pulled away, a red blush tinting her cheeks as she did so.

"I don't regret this at all. I backed you up because I believed in you, and I thought this would be the best way to realize your ideal without you getting killed or..." She paused for a brief moment, squeezing his hand hard as memories flooded back, "...or you becoming him. I poured all my inheritance into this because the world needs heroes and professionals it can look up to, to idealize, who fight for justice. I will never regret this, Shirou. I don't expect you to regret it either! Got that!?" She playfully poked him in the chest and cheek as he let out a chuckle, his mood more warmhearted now.

"Thank you, Rin. I knew I loved you for a reason." He teased as he kissed her forehead gently. Her face turned about as red as her top as she began to stammer out incoherent words and curses, poking him roughly in the chest before she let out a huff and walked away, muttering something about having to get back to work. With his doubt erased, Shirou looked back to the fluttering flag with a renewed sense of purpose and pride. Avalon was what the world needed, Shirou truly believed that and he hoped somehow, Heroic Spirit Emiya was able to see all of this.

Just as he was settling his thoughts, a hand landed on his shoulder. It was larger than Rin's and clearly a man's based on the size. He turned to see a worried expression on his turned a new leaf best friend, Shinji Matou. After the events of the Grail War and learning that he and Rin had risked their lives to save him, Shinji apologized profusely and began to change how he lived. He began to treat Sakura like his actual younger sister and cared for her deeply, and he no longer was so egotistical or vain. He could still be crude or down right moronic at times, but he treated everyone with respect and dignity now, which Shirou was happy to see.

"Shinji, what's wrong?" Shirou asked, concern evident in his voice as Shinji motioned him to follow him to the command room. Shinji had been a co-founder of Avalon along with him and Tohsaka, making him the effective third in command. He often headed up the rumor mill and intelligence gathering from their command hub, a massive room with computers of all kinds scattered throughout the room. In the center was a large map of the Earth. It was basically a giant touchscreen tablet linked up to a satellite array that helped them keep track of operatives and missions.

"Emiya, I have some troubling news. We've received word of a large build up of mana and high readings of magic that reach the High-Thaumaturgy levels." Shinji's voice was clearly worried and Shirou listened to what he had to say carefully. "While we can explain the magic use reading as a magus accidentally awakening an innate power or casting a spell beyond their level, it is the high levels of mana building that really worries me. If left unchecked, it could mean a natural disaster for the area." As Shinji spoke, Shirou visibly cringed, memories of the fire pained him to this day and he gripped his wrist tightly without even realizing it.

"If we've found out about this, the Association won't be far behind. I want to figure out the source of this mana build up and the magus that caused a spike in our readings, the Association might just kill them before they ask questions." Shriou voice was firm and Shinji nodded as they both understood how ruthless the group of magus could be. "Where is the location?" Shirou asked, looking at the map. Shinji zoomed in towards the United States and then to the state called Oregon, to a small town on the Pacific coast.

"It's a town called Arcadia Bay, and the spike in the reading occurred at a school called Blackwell Academy." Shinji explained as he finished zooming in the on the small and peaceful town. It seemed like a lovely place, and Shirou wanted to protect it and the people living there, both from the Association and from whatever might be happening.

"Right then. Shinji, can you arrange for me, you, Sakura and Rin to be transfer students at this academy? It would make our investigation easier." Shirou wondered if the four of the them could still pass as academy students. They were still pretty young, in their late teen years, and he was told people in the States stayed in school longer. Before he had long to ponder though, Shinji looked back at him, giving him his trademarked smirk.

"Already taken care of, we start class tomorrow, which would be October 8th there, so you best pack quickly!" Shinji laughed as he patted Shirou on the back on his way out of the room. It seemed his old friend knew him quite well and Shirou couldn't help but laugh himself. It was time to find Rin and let her know they had a trip ahead of them.

* * *

October 7th 2013

Arcadia Bay, Oregon

Blackwell Academy

It was just your average, run of the mill shitty day at Blackhell Academy for one Maxine Caulifield. She just tried to avoid everyone else as she listened to her music while she walked down the hallway towards her class. It felt like she hadn't gotten much sleep last night; she had some strange dream about the lighthouse and it was stormy. It was some weird shit for her, and she was stressing about the Everyday Hero contest that Mr. Jefferson was basically forcing her to enter. While she loved the fact that he thought she had a gift, she now felt like she was under a lot of pressure to live up to expectations she never wanted. She had meant to call Chloe this week too, but all the stress had kept her too busy.

Everyday seemed like the same blur of a day to her these days though. Avoid shitty Vortex Club members, attending lecture and get embarrassed when she didn't have an answer and then listen to that snob Victoria rattle on about some piece of obscure art knowledge to try and get into Mr. Jefferson's pants. For the most part it was rinse and repeat but there were few moments that kept her from thinking she was just repeating the same day over and over again. She caught those moments on her camera, and often times they were the smallest of moments. A bird getting ready to take flight, a single leaf in a puddle, and picture of her schoolmates in various unique and interesting situations. She liked to think of her pictures of captured moments in time, her own little form of time control.

At times though, she wished she could speed up time just to get through lectures sometimes, especially when Victoria started to rattle on. She was talking about some French painter no one else knew of and how their method revolutionized the art world. She let out soft yawn so no one could hear her. She could feel her eyes growing heavy, surely no one would notice if she took a quick catnap. She could play it off as reading her textbook on her lap. With that decided, she slowly lowered her head to the table and closed her eyes, intending to rest for just a moment, unaware of the nightmare she was getting ready to be swept into.

* * *

OOC: Hello everyone! Malfrost here, and I'm back with a brand new rap! By rap I mean story, of course. I hope you all will enjoy my tale of a clash of magus in a small seaside town in Oregon! I'm excited to be writing once again and since it has been so long, any and all reviews would be appreciated! As I said, I hope you will enjoy my story and I look forward to hearing your comments!

RYUU GA WAGA TEKI WO KURAU!


	2. Chapter 2: Contender and Deja Vu

**Deja Vu all over again- Yogi Berra**

October 7th 2013

Arcadia Bay, Oregon

Blue Springs Motel

Rustic would be a good term to match the motel Shinji had picked out for them to stay at during their time in Arcadia Bay. It was an old building, built many decades ago in a bygone age of the town, but it was homey too. Beds were well made and comfy, the rooms had a touch of uniqueness to them, each with different pictures or drawings given to the motel by local students at Blackwell throughout the years. The Avalon crew had booked a double room, meaning Shirou and Shinji in one room and the two sisters in the other, with an old wooden door connecting the two rooms barely on its hinges smack in the middle of the divider wall. It made for easy access to both rooms, but also allowed for privacy, which Rin demanded if she was going on the mission with Shinji. Poor guy never caught a break even though he was trying to change, but he accepted that he earned all the spite Rin continued to show him.

As Shinji went about setting up his laptop and getting connected to the wi-fi that the motel miraculously had, Shirou was brewing some green tea for them both. The pleasant aroma of tea wafting through the small room caused Shirou to let out a blissful sigh. His eyes fell upon a wooden case on the table that he had brought with him. It was plain in design, but very sturdy and the finish on the rosewood was smooth as he glided his hand over the top of the case. His fingers brushed over the metal latch and slowly unclasped it and raised the lid to reveal the content of the case to his eyes. Its metal shimmered in the light slightly as he gripped the handle, his fingers naturally sliding against the grooves etched into the handle for a better grip as he lifted the weapon out of the box. It felt light in his hand, almost like he was holding air as he lifted the weapon up to get a better look at it. A Thompson Contender; Kiritsugu's Contender looked just the same as it had when he had sealed it away so many years ago. Shirou thought he would never have a use for it, but after he founded Avalon, he knew the weapon and its special ammunition would be very helpful in a fight. He considered it one of Kiritsugu's parting gifts to him, to help him fulfill the promise he made to him.

"Hopefully I won't have to use it." Shirou let out a heavy sigh as he looked into the case again. Inside was a small velvet bag and inside that bag were ten Origin Bullets; the ammo crafted from Kiritsugu's ribs that could easily end the life of a magus in a single shot. Shirou gently set the Contender back into its place in the container. He closed the lid softly; setting the latch back as he turned his attention to Shinji. "So, any more clues for us to go off of?" Shirou asked hopefully as he poured himself and Shinji some tea, setting his friend's cup down next to him as the blue haired boy ran his hands through his hair in frustration.

"Nothing yet, all I can tell is that there was a massive influx of mana at Blackwell and now, nothing. It's like whatever happened was a flash in the pan, but there is absolutely no trace signs of any hint of magic having been used, it's very strange." Shinji picked up his cup and took a sip of his tea, letting out a blissful sigh. "Leave it to you, Emiya-kun. Only you could find someway to make shitty American instant green tea taste so good." Shinji joked as he stood up and patted Shirou on the shoulder before taking another sip of tea. Shirou just chuckled and took another sip himself as he looked at the old door that divided the two rooms.

"Are the girls already asleep?" Shirou questioned, hoping Shinji would know. Once the crew had arrived at the motel, they had split up into their two rooms. Each duo had been given a task: Shinji and Shirou would investigate the possible causes of the mana surge while Sakura and Rin gathered information and news on the local area to better help them adjust to life here for awhile and to see if they could pick up any leads in the local news that might relate to magecraft. They had left the door open for a few hours, but an hour or so ago Shinji had been quite violently tossed out of the room with a string of curses from Rin to follow before it was slammed in their faces with a warning. If they opened the door before morning, they would suffer greatly.

"Most likely, I walked in Sakura and Tohsaka changing...needless to say that is why I was tossed out. Sakura mentioned taking a small nap before getting back to work and I just trying to bring them some snacks." Shinji sighed heavily as Shirou just laughed at the bad luck of his friend. Shirou did wonder though if they were actually barred from the room for the rest of the day. It was early evening, the sun just beginning to set over the horizon, giving the sky a beautiful orange glow.

"Well, lets hope that Rin calms down and lets us back in later tonight so we can all share what we've learned." Shirou spoke calmly, taking a seat on the edge of the bed as he sipped his tea. Shinji gave him a cheeky expression, one that reminded Shirou of the days when the blue haired boy was much more stuck up and sarcastic.

"You mean absolutely nothing on our end? Cause I'm sure Rin will be really happy to hear that, Emiya-kun." Shinji's laugh was almost cruel and sadistic and Shirou couldn't help but feel himself turn pale for a moment. Rin would indeed kill him if she figured out that they hadn't learned anything at all.

"Well then, better buckle down with you and see what we can find out! Lets do this thing, Shinji!"Shirou let out an enthusiastic cheer as he slapped his pal on the back and pulled a chair up next to him as they doubled their efforts to try and hunt down a source for that massive influx of mana at Blackwell before Rin woke up and give them a stern lecture or worse.

After only a few moments of browsing the net though, Shinji's phone on the table began to vibrate. Shinji quickly grabbed the device and read the text he had received, which Shirou no doubt guessed was some kind of update from one of their agents and based on Shinji's reaction as he tossed the phone behind him with an annoyed grunt, it wasn't good news.

"The Association has already gotten the news too, and they've petitioned the Church to send an Executor here to investigate, my source says they are already in route." Shinji clicked his tongue and took a large gulp of his tea before getting back to work, trying not to think about the fact that trouble was already on the way. Shirou's eyes however drifted to the rosewood box as he balled his hand into a a fist, his nails digging into the skin of his palm as he prayed he wouldn't have to open the case again.

* * *

October 7th 2013

Arcadia Bay, Oregon

Blackwell Academy

Max awoke from her nightmare with a jolt, raising her head from her desk. Her breath was ragged and she could feel that she had broken out into a cold sweat. It all felt so real to her, an entire week had flashed before her in a dream. She dreamed she had the ability to rewind time and she used it save Chloe and do so many other things. It was creepy though, in that she also dreamed that Mr. Jefferson was some kind of crazy serial killer. Was that because of all the pressure she felt from him lately, some kind of crazy unconscious reaction to make him out to be bad? Max mentally told herself to stop with the psychotherapy bullshit as that wasn't her field, it was just a dream after all. She also, felt like she was forgetting something from that dream, something very important towards the end. Well, it didn't matter if she was forgetting something or not. After all, it had all just been a bad dream. Thankfully, Mr. Jefferson hadn't caught her napping or her sudden jolt when she woke up. Instead, Victoria was droning on about some kind of art method again, through it was strange. Max felt like she had heard what Victoria was saying before, she wrote it off as the dream causing deja vu.

Max only had to put up with Victoria's brown nosing for a few moments though because the bell soon rung, dismissing class for the day. It was sweet freedom for Max as she packed her things up into her bag. As she did though, her eyes fell on Kate Marsh, one of the few people at school she could call a real friend. Something was going on with her, she looked so sad compared to how she normally was with her cheerful and up lifting personality.

"Hey, Kate. I hope you are feeling alright. Do you want to have a tea time later, maybe talk for a bit?" Max walked up to Kate with a small smile, hoping to brighten the girl's day somewhat. It felt odd though, she felt like she had done something like this before too, but then again, all the days kinda blurred together at Blackwell. Kate looked up from her desk and looked Max in the eyes as she tried to force a smile back.

"Hey, Max. I'm not feeling the best right now and I think I just need to be alone for a bit, so I'll take a rain check on that tea time, but thanks for offering. I do enjoy our tea times and it means a lot for you to invite, so I'll get back to you later this week, I promise." Kate's smile turned more genuine towards the end of her sentence, but Max could tell she was still forcing her. Her eyes were a flurry of emotions she was unable to comprehend. Not wanting to press the issue though, Max simply agreed and gave Kate a small goodbye before walking away. After receiving a lecture from Mr. Jefferson about needing to enter the Everyday Heroes contest for what felt like the tenth time today, Max finally got out of the class room.

As she put in her headphones for the walk home, she reached up and felt her forehead. It was all sticky and gross from when she had broken out in a cold sweat before. She needed to go wash up first so it was off to the ladies room for her. She entered the bathroom and gave herself a good look in the mirror. She had bags under her eyes and for some reason, her reflection just felt...off. It was the same plain jane Max Caulifield that had always been in the mirror for the past eighteen years, but something about how she looked today just made her feel, uneasy. She wrote it off as a weird side effect of the dream as she moved to wash her face off, splashing herself with some cold water to help her wake up.

It was then that she spotted it, the blue butterfly. It was beautiful and mysterious and it made for the perfect photo as it landed on the nearby bucket. Just after she had finished snapping the picture though, Nathan Prescott entered the bathroom. It was all starting to get a little too weird for Max as she remembered this part from her dream. If she remembered correctly, a blue haired punk girl who she would later find out was Chloe would enter shortly and sure enough, enter one Chloe Price..

"Holy shit..." Max muttered to herself, trying to calm herself down and think logically about what the hell was going on. Was the dream really just a dream, or was it some kind of warning...maybe she did actually have the power to rewind time and she had just somehow forgotten when she woke up. All those questions ran through her head and none of them made sense to her as Nathan drew his gun.

Max began to panic, she desperately tried to remember what she did to save Chloe in her dream and then it hit her, she rung the fire alarm! Just as she was moving to try and ring the alarm though, she heard the shot ring out in the room.

"No!" Max cried out reaching her hand out, trying to rewind time like she had done in her dream. She closed her eyes, hoping beyond hope it would work. When she opened them again, Nathan was rooted to the spot on the floor, the gun he had shot Chloe with frozen in the air as he had tossed it behind him. She had paused time it seemed, she could actually control time! Now she just had to figure out how to rewind time, and then she could save Chloe.

"Now, now, Master. Surely you aren't that naive?" A strange voice entered her ears, it was the voice of a young male, a voice that was starting to deepen but still held that tone of youth and innocence. Only in this case the tone of that innocence was twisted and sadistic and the voice had clearly been mocking her with the tone it used. Max looked around, confusion written plain on her face. There shouldn't have been anyone else in here, and she had frozen time so no one should have even been able to talk!

Her eyes moved to the floor where she managed to see a shadow next to her own, a shadow that shouldn't have been there because there was no source to create it. However, that shadow slowly began to move, slithered across the floor like a snake toward Nathan as a sadistic and cheerful laugh filled the room.

"Oh, this should be great! He is one of the worst fucking pricks I've ever seen, killing him will be so much fun!" Such horrific words were said with such glee, that the intonation was enough to send a chill down Max's spine as the shadow seemed to pop off the floor and gain a third dimension as it began to stand. What stood before her was a shadowy void, it reminded her of stick figure animations from the Internet. Before she could say anything though, tendrils emerged from the void and impaled themselves into Nathan's chest, skewering him half a dozen times. The void laughed as it walked towards Nathan and then used what Max could only describe as its hands to rip off Nathan's head and toss it against the wall like it was some ball.

Max could feel her breath hitch in her throat. She wanted to let out a scream but was too terrified to do so. She backed away from the void until her back was pressed against the hard, cold, concrete wall of the bathroom. She felt herself breaking out in a cold sweat again, the hairs on the back of her neck standing tall as she stared into the void.

"What...are you..." Max managed to get out, her voice barely a whisper as she wondered if she had just sealed her own fate by speaking up. She prayed this was just another nightmare and that it would all end soon and she would wake up in Mr. Jefferson's class once again. As she looked at the void, it began to morph as it walked towards her, taking on more details and human features until finally, what was standing just a foot away from her might as well have been a human as far as she could tell.

It looked male and was about a head taller than Max. He had dark skin, and his bare and muscular chest and arms was tattooed with strange glyphs and runes she didn't recognize. His hair was was short, spiky and jet black. His yellow irises seemed to glow as he stared intently into her eyes. His expression was serious, almost deranged as he approached her, but once he was near her his expression changed into a grin that was a mixture of pure childlike happiness and a twisted sense of sadistic amusement.

"Just call me, Avenger, and you are my Master."


End file.
